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Fuwei Films Enters into an Agreement and Plan of Merger with Baijiayun Limited, a Video SaaS/PaaS, Video Cloud

Fuwei Films and Baijiayun Limited a video SaaS/PaaS, video cloud and software, video AI and system solution provider, announced that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Baijiayun will merge with a wholly-owned subsidiary of the Company, with Baijiayun being the surviving entity, and the issued and outstanding share capital of Baijiayun will be cancelled in exchange for newly issued shares of the Company on the t******************* set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933 (the “Transaction”). Upon consummation of the Transaction, Baijiayun will become a wholly-owned subsidiary of the Company.

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Transaction Overview

Upon completion of the Transaction, the existing Baijiayun shareholders and existing Company shareholders will own approximately 96.79% and 3.21%, respectively, of the outstanding shares of the combined company. Immediately prior to the completion of the Transaction, the Company’s ordinary shares will be divided into two classes – Class A ordinary shares and Class B ordinary shares – with different voting powers but equal economic rights. Please refer to the Merger Agreement filed as Exhibits 99.2 hereto for more details.

The Company’s board of directors (the “Board”) has unanimously: (a) approved and declared advisable the Merger Agreement, the other transaction documents and the Transaction, (b) determined that the Merger Agreement, the other transaction agreements and the Transaction are in the best interest of the Company and the Company’s shareholders, and (c) resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement, the other transaction agreements and the Transaction. The board of directors of Baijiayun has approved the Merger Agreement,  the other transaction agreements to which it is a party and the Transaction.

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The Company and Baijiayun anticipate that the Transaction will be completed in the fourth quarter of 2022, subject to the satisfaction of closing conditions set forth in the Merger Agreement, including among other things, receipt of Company shareholder approval and regulatory approvals (if applicable) and the continuous listing of the Company on the Nasdaq.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety to the full text of the Merger Agreement, which are filed as Exhibits 99.2 hereto.

Baijiayun Overview

Baijiayun and its subsidiaries (“Baijiayun Group”) is a video-centric technology solution provider with core expertise in SaaS/PaaS solutions.  Baijiayun Group is committed to delivering reliable, high-quality video experiences across devices and localities and have grown rapidly since the inception in 2017. Premised on its industry-leading video-centric technologies, Baijiayun Group offers a wealth of video-centric technology solutions including Video SaaS/PaaS, Video Cloud and Software, Video AI and System Solutions. Baijiayun Group is catered to the evolving communications and collaboration needs of enterprises of all sizes and industry, which makes Baijiayun Group to be a one-stop video technology solution provider.

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